Cellars

FROM OUR CELLAR LIMITED’S SELLER TERMS AND CONDITIONS 

These are the terms and conditions (the “Conditions”) to which you have agreed to use our online marketplace www.fromourcellar.com or www.fromourcellar.co.uk known as ‘From Our Cellar’ (the “Platform”) to promote and sell your products (the “Products”). We provide the Platform to you as a means of connecting and facilitating the sale and purchase of Products by virtue of establishing and maintaining the Platform’s functionalities. 

 

1.           DEFINITIONS AND INTERPRETATION

1.1        In these Conditions, the following expressions shall have the following meanings: 

Application Formmeans the form that must be submitted by you to us in order to register your Cellar Account on the Platform. 

Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business. 

Cellar Account: means a Seller’s account on our online marketplace Platform through which a Seller may promote and sell its Products. 

Cellar Page: means a Seller’s designated page on the Platform which provides details about the Seller, their Products and delivery and returns information and such other information, text and imagery that a Seller may upload to their cellar page, including you.

Charges: the charges payable by you to us for the use of the Platform as set out in clause 8 (Charges and payment). 

Commission Feeas referred to in clause 9 and being such fee notified to you by us. 

Conditions: these terms and conditions as amended from time to time by us. 

Confidential Information: means any information that would be regarded as confidential by a reasonable business person relating to the business, affairs, customers, clients, suppliers, plans, operations, processes, product information, know-how, designs, trade secrets and software of either party. 

Contract: the contract between you and us for the use of the Cellar Account on the Platform and all of our other legal documents referred to within these Conditions. 

Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical measures: as defined in the Data Protection Legislation. 

Customermeans a person(s), firm or company who purchase Products from you through the Platform. 

Customer Datameans all personal data that Customers upload or process through the Platform concerning any orders placed for Products and which you will have access to. 

Customer Terms: means the terms and conditions relating to Customers and their purchase of Products via the Platform. 

Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the retained EU law version of the General Data Protection Regulation ((EU) 2016/679) (UK GDPR); the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended. 

Email Campaigns: means our email marketing service through which we promote and advertise Products on the Platform utilising our software and monitoring systems. 

Force Majeure Event: means circumstances or causes beyond either party’s reasonable control, including but not specifically limited to those events or circumstances as set out in clause 17. 

Intellectual Property Rightspatents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world. 

Joining Fee: as referred to in clause 9 and being such fee notified to you by us. 

Ordera Customer’s order for Products as set out in the Customer’s purchase order processed through your Cellar Account on the Platform. 

Payment: payment due to you for any Products sold to Customers via the Platform less the applicable Charges. 

Platformmeans the online marketplace known as ‘From Our Cellar’ hosted and operated on hardware under the control of us and provided to you via the internet, as well as the software updates and the relevant interfaces and which are accessible by you via your Cellar Account at [WEBSITE ADDRESS] or such other worldwide web address that we in our sole discretion select as a replacement to facilitate the promotion and sale of Products. The Platform includes the associated documentation (including any online help or training resources or parts of them, dashboard or other tools that allow you to manage your Cellar Account) published online by us in accordance with the Conditions of the Contract. 

Priority Listing Fee: has the meaning afforded to it in clause 7.6 and being such fee notified to you by us. 

Products: means the goods that you wish to promote and sell through the Platform. 

Product Listing Fee: as referred to in clause 9 and being such fee notified to you by us. 

Product Page: means your page(s) on the Platform on which your Products are displayed for sale and relevant information relating to those Products is provided to potential Customers. 

Privacy Policy: means our privacy policy as found on our Platform and as may be updated from time to time. 

Re-joining Fee: as referred to in clause 9.7 and being such fee notified to you by us. 

Seller: means a person whose application to the Platform has been accepted by us, and who sells its Products through the Platform, including you and who is referred to on the Platform as a “Cellar”. 

Services: the provision and use of the Platform and such other services we may provide from time to time as described in these Conditions. 

Social Media Sitesour social media sites through which we will promote Products available for purchase on the Platform. 

Subscription Fee: as referred to in clause 9 and being such fee notified to you by us. 

VAT: means any value added, sales or services tax, or any similar tax imposed in the United Kingdom or as applicable in any other jurisdiction. 

Virus: means any computer virus, macro virus, trojan horse, worm or anything else designed to interfere with, interrupt or disrupt the normal operating procedures or a computer or network, or to intercept or access without authority or expropriate any system, information or data. 

We/our/us: means From Our Cellar Limited a company registered in England and Wales will company registration number 13173438 whose registered office address is at 89 High Street, Hadleigh, Ipswich, Suffolk, IP7 5EA. 

You/yourmeans any Seller as the case may be. 

1.2        Interpretation: 

 (a)      A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation                made under that statute or statutory provision. 

 (b)      Any words following the terms includingincludein particularfor example or any similar expression, shall be construed as illustrative and shall not limit the sense of the                words, description, definition, phrase or term preceding those terms. 

 (c)      A reference to writing or written includes email but excludes fax.

 

2.           YOUR CELLAR ACCOUNT AND ELIGIBILITY REQUIREMENTS

2.1         In order to sell your Products via our Platform, you must submit an Application Form to us detailing your contact and business information, and a completed Cellar Page. Once we                 have received your Application Form we will review and consider the same and notify you whether you have been granted approval to become a Seller on the Platform.

2.2         Your use of the Platform requires you to create an online Cellar AccountWhen registering via the Platform, you will provide us with certain information including your email,                              password, username, name, country of origin and preferred language, including details about your business and the Products that you will sell. When processing your personal                        data we will do so in accordance with the terms of our Privacy Policy, a copy of which is available for review on the Platform.

2.3         You must provide us with any additional identification and supporting documentation that we may request from you when submitting your Application Form to open a                                       Cellar Account with us. The information required will be notified by us to you at the relevant time and includes, your telephone and email address of the main account holder on                     the Cellar Account and any additional intended users of the Cellar Account. Please see our Privacy Policy on how we process and handle your personal data.

2.4         You are responsible for the accuracy of the information provided when creating your Cellar Account profile and warrant that any such information so provided is true and                                   accurate.  You will ensure that your account details are maintained confidentially and only disclosed to those parties who are required to access thCellar Account. 

2.5         If your account details change, you must notify us as soon as possible and no later than 2 Business Days after your details have changed. If you wish to change the details of your                     business, you agree to provide us with copies of all relevant information at listed in clause 2.3 above to enable us to undertake the necessary checks on your new and/or alternate                   business. When updating your account details, your Cellar Account will be suspended until the details for your new business account are verified to our satisfaction.

2.6         You shall take all reasonable measures to ensure the confidentiality of the access to your Cellar Account including all usernames and passwords assigned to you on the Platform,                     and shall be responsible for all activities undertaken on the Cellar Account. In the event that your Cellar Account is accessed without your consent, you must inform us as soon as                   reasonable practicable. We shall in no circumstances be liable for any loss of your personal data or a Customer’s personal data due to any third-party access obtained to the Cellar                 Account, with or without your permission.

2.7        All listings and Products sold via the Platform must comply with all applicable laws and regulations. In the instance that you wish to sell alcohol through your Cellar Account on the                Platform, you must be at least 18 years old and you are required to provide us with documentary evidence including your personal licence and a valid premises licence. You must                    also have sufficient procedures in place to verify that a Customer is aged 18 years or over. If you intend to promote and sell alcoholic goods via the Platform, you will be required to                disclose this information prior to any alcoholic Products going live for sale on the Platform and to upload your personal and premises licence for our review. We reserve the right to                reject an Application Form in the instance that the documentation provided is insufficient, have reason to believe this to be in-accurate or feel that it would not be appropriate for                  you to sell these type of Products via the Platform.

2.8        All Products listed for sale on your Product Page must not be listed for a price higher than that listed on your own website and/or retail shop as the case may be. You can however                    reduce your listing prices on the Platform as you see fit. 

 

 3.          TERM 

On acceptance of your Application Form, documentation as requested in accordance with clause 3 and on making payment in respect of the Joining Fee, a Contract will be formed between you and us (the “Commencement Date”) and you will be bound to adhere to the provisions outlined in these Conditions. The Contract will continue until terminated in accordance with the provisions of these Conditions or as set out in clause 16. 

4.          SUPPLY OF THE SERVICES 

4.1        The Platform provides you with the ability to offer and sell your Products directly to Customers. We do not act as a commercial agent for you and all offer and sales transactions                       concluded via the Platform through your Cellar Account are contracts concluded directly between you and any Customers. We only facilitate such transactions only by means of                     establishing and maintaining the Platform’s functionalities. 

4.2        We reserve the right to amend and/or terminate your access to the Platform and use of the Cellar Account and Services rendered by us at our sole discretion, if necessary, to                              comply with any applicable law or regulatory requirement or if we believe you are in breach of these Conditions. We may do so without notice to you and without any liability to                      you. 

4.3        We may explore and propose new technology, management and operational developments, improvements and trends which may improve the standard of performance of the                        Platform or the effectiveness of its advertising and marketing strategies. We will use our reasonable care and skill to ensure the Services can be provided without any interruption                  or delay, however the sales achieved through your use of the Platform and the Services rendered are entirely at your risk and responsibility. We in no way guarantee sales through                  the Platform. 

4.4.       From time to time, we may undertake updates on the Platform and the Services may be delayed or inaccessible due to scheduled maintenance upgrades and improvements                             undertaken to the Platform by us. 

4.5        We reserve the right to update, change or remove contents and features contained within the Platform from time to time including removing any Products listed for sale on the                        Platform that do not meet our eligibility requirements or we consider to be in breach of clause 6.1(d). 

4.6        You hereby acknowledge and accept that your use of the Platform and Cellar Account are dependent upon you having access to the internet. It is your responsibility to ensure that                 you have an adequate internet connection, and we accept no liability for your inability to access your Cellar Account due to a poor and/or lack of internet connection or any other                   problems inherent with the use of the internet and electronic communications. We have no responsibility to you for the provision, support and maintenance of any of your                                 hardware or software used to provide you with access to the internet or the Platform, or any related hardware or software (including an IP router, proxy server, firewall or anti-                         Virus  software), the responsibility for which will remain exclusively with you. 

4.7        We in no way guarantee that your use of the Platform and/or access to the Cellar Account will be uninterrupted or that such use will meet your desired requirements or                                        expectations. You are solely responsible for any Products that you upload for sale via the Platform and any Products offered for sale through the Platform are neither owned by us                  nor come into our possession at any time.  

 

5.          LICENCE FOR USE OF THE PLATFORM 

5.1        In consideration of the Charges to be paid by you to us, we grant you a personal, non-exclusivenon-transferable, revocable licencecommencing on and including  the                                        Commencement Date of the Contractto use the Platform in connection with your Cellar Account to promote and sell your Products for normal business purposes until                                        termination of the Contract howsoever caused. 

5.2        You shall not: 

              (a)      sub-license, assign or novate the benefit or burden of the licence granted in clause 5.1 in whole or in part; or 

              (b)      deal in any other manner with any or all of your rights and obligations under the Contract.

5.3        We may at any time sub-license, assign, novate, charge or deal in any other manner with any or all of our rights and obligations under the licence granted in clause                                                  5.1 without providing notice to you, which does not in any event prevent us or any other third parties we chose to grant permission to from using the Platform.

5.4        Each party confirms it is acting on its own behalf and not for the benefit of any other person.

5.5        You shall ensure:

              (a)      you and your authorised representatives shall have access to and utilise the Platform exclusively in connection with the provision of promoting and selling your                                                        Products through your Cellar Account; and

              (b)      notify us as soon as you become aware of any unauthorised use of the Platform and/or Cellar Account by any person.

5.6        You hereby irrevocably licence to us the use of, and the ability for us to display, your name, logo and domain name (as the case may be) on the Platform including, without                                  limitation, in printed or visual media on the internet for so long as you have a Cellar Account on the Platform for the purpose of promoting your Products. You agree to provide us                    with your most recent name, logo or domain name as the case may be, and as and when they may be amended from time to time.

6.          YOUR OBLIGATIONS

6.1        By uploading your Products to the Platform for sale you hereby warrant:

              (a)      that all information set out within the Application Form is accurate and up to date at all times, with any such changes notified to us as soon as reasonably practicable and all                             Seller information provided about you to Customers is true, accurate, current and complete;

              (b)      to promote and sell the Products on the Platform via your Cellar Account at all times in accordance with the Customer Terms (including any delivery and refund terms) and                                our Privacy Policy;

              (c)      you have the lawful right to distribute and sell the Products and will not infringe any third party’s Intellectual Property Rights in doing so;

              (d)      the Products uploaded for sale are not unlawful, defamatory, obscene, indecent, invasive or otherwise objectionable or offensive and are not in breach of any applicable law                            or regulation;

              (e)      the Products and information provided by you as a Seller will not adversely affect our reputation or the From Our Cellar brand;

              (f)       that any Products uploaded or Seller information provided is not likely to create liability for us or cause us to lose (in whole or in part) the Services of our internet Platform or                           other suppliers;

              (g)      you agree at all times to comply with all applicable laws and regulations including UK and relevant EU competition laws and all product safety and marketing laws and                                        regulations, Trading Standards requirements in respect of the manufacture, packaging, marketing, certification (including without limitation, CE marking) and delivery of the                            Products you sell; and

              (h)      your Cellar Account and relevant page on the Platform will not contain any Virus or cause the Platform or its functionality to be interrupted, damaged or impaired in anyway.

6.2        In relation to your Cellar r Account, you warrant and undertake that:

              (a)       your business is incorporated and/or established (whether as a company, partnership, unincorporated association or sole trader) in the United Kingdom;

              (b)       where your business is established as a limited company, you are listed as a director on Companies House and all other information held on Companies House reflects the                                   information you provide to us. For example, the company registration number, director(s) name(s), trading address and company name;

              (c)       you are at least 18 years of age;

              (d)       if you intend to sell alcoholic Products via the Platform, you hold a valid premises licence and personal alcohol licence; and

              (e)       you have a trading (operating) address in the United Kingdom.

6.3        In relation to ensuring compliance with all applicable UK and EU competition laws, you agree not to exchange (or attempt to exchange) any commercially sensitive information,                      including information on any current or future commercial strategies, costs and/or pricing, with any other Seller.

6.4        In relation to compliance with all applicable bribery legislation, you agree to:

              (a)      not engage in any activity, practice or conduct anywhere in the world which would constitute an offence under the UK bribery legislation if such activity, practice or conduct                              had been carried out in the UK;

              (b)      maintain in place throughout the duration of the Contract for the provision of the Services and use of the Platform (and enforce where appropriate) your own policies and                                  procedures to ensure compliance with the UK bribery legislation;

              (c)      promptly report to us any request or demand for any undue financial or other advantage of any kind received by you in connection with the performance of these Conditions;                            and

              (d)      ensure that you impose written terms on any sub-contractor connected with the matters arising under these Conditions which are at least equivalent to those imposed on                                  you in these Conditions.

6.5        Where required by applicable laws and regulations, you agree that appropriate instructions will be included with the Products to ensure the safe use of the Products.

6.6        You agree to inform us as soon as possible upon becoming aware of any claim against us or you arising out of or in connection with any defect in your Products, or any failure by                      you to ensure that the Products are appropriately marked or certified in accordance with applicable laws or regulations.

6.7        You will compensate us in full for any and all liabilities, costs, expenses, fines, damages and losses (including any losses that are foreseeable) we incur in connection with any                            claim envisaged under this clause 6 or paid or agreed to be paid by us in settlement of the claim and all legal or other expenses incurred by us in or about the defence or                                      settlement  of the claim. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the Contract was entered into, both parties knew it might happen,                  for example, if you discussed it with us during the on-boarding process and on submitting an Application Form to open a Cellar Account. We will notify you in writing as soon as                        possible after becoming aware of the claim.

6.8        You agree to maintain at all times, at your own expense and with reputable insurers, appropriate insurance in relation to your business. You will agree to, upon written request                          from  us, provide us with any information we reasonably require concerning the scope of your insurance together with any relevant certificates confirming that it is in place.

6.9        You agree to comply with our reasonable instructions relating to any Product recall and in any event we reserve the right to take immediate and exclusive conduct of the Product                    recall on notice to you, in which case you will give us such assistance as we may reasonably require.

6.10     You will maintain appropriate, up to date and accurate records to enable the immediate recall of any Products.

7.          YOUR PRODUCT PAGE AND LISTING

7.1        You agree to ensure that your Cellar Page and Product Page maintain a high standard of presentation and at all times accords with any applicable guidelines notified to you by us,                   including in relation to the form and content of any imagery and to comply with all reasonable instructions from us concerning your Cellar Page or Product Page. All Seller                                   information provided about you will at all times remain true, accurate, current and complete.

7.2        Any failure by you to maintain suitably high standards of page presentation may result in the de-activation of the relevant Cellar Page or Product Page. We reserve the right to de-                     activate your Cellar Account with us until such standards have been improved.

7.3        We have absolute discretion as to the look, feel and content of the Platform including all Cellar Pages and Product Pages. This includes, the positioning, content, location and all                    other presentation of Seller information and we may, at our sole discretion, remove any Seller information and/or Products from the Platform at any time during your Contract                        with us.

7.4        Although you may request Customer feedback in good faith, you agree not to review, nor engage any third party to review Products appearing on your Product Page. This                                    prohibition includes, without limitation, paying for reviews or any other means of artificially increasing the number of reviews of Products on your Product Page.

7.5        In the instance that you procure to close your Cellar Account with us and close down your Cellar Page and Product Pages, you will ensure that all Customer orders placed are                            processed and satisfied and will remain responsible for processing any returns (further details of which are set out in clause 14).

7.6        In the instance that you wish for your Product Page and relevant Products to be ranked higher in preference to other products on our main listing page on the Platform, or to have                  an exclusive promotion slot on our Social Media Sites and Email Campaigns additional Charges, in the form of a day rate, will apply as notified to you on the Platform from time to                  time (the “Priority Listing Fee”). Please contact us should you wish to add a Social Media or Email Campaign service to your Cellar Account.

8.          PRODUCT INFORMATION

8.1        Where a Product sold by you is personalised for the Customer, you must clearly state on your Product Page that the Product is a personalised or specially-made Product and that                    such Product requires Customer approval prior to its production by you. You will at all times display the relevant corresponding delivery times for a Customer.

8.2        If the Product is a non-returnable Product due to its nature, you must state clearly on your Product Page and Product information and description that the Product cannot be                            cancelled by the Customer as their order is for bespoke and/or perishable goods.

8.3        You must at all times display your expected delivery times, including any postage and packaging costs that will apply on your Product Page and must not include on your Product                  Page any direct, or indirect, link to other websites including your own personal website, your email address or any other means by which a Customer could communicate directly                    with you, other than through your Cellar Account on the Platform.

8.4        You are solely responsible for:  

              (a)      amending and updating information about your Products displayed on the Platform and are responsible for designing, creating, managing and amending any bespoke                                        graphics or Product imagery from time to time;

              (b)      accurately disapplying Product availability and to update Product availability using any ‘out of stock’ and ‘available’ options with regards to the Products sold and update                                    any  information to confirm when such Products will become available for purchase;

              (c)      if you no longer intend to sell or stock certain Products you must ensure that the Product information provided on your Product Page is up to date and reflects the intention                               to  discontinue the Product (correctly updating the system to confirm when the last Product has been sold); and

              (d)      remove Products from your Product Page that are awaiting to be re-stocked for prolonged period (3 weeks of more) and until they become available for purchase again.

8.5        In the instance that a Customer places an order for a Product which is out of stock, but you have failed to update your Product Page to reflect the current stock levels and the                            Customer consequently requires a refund, we reserve the right to charge you the Commission Fee on that Order.

8.6        Your Prices for the Products must be fully inclusive of all taxes and additional charges. If you are VAT registered, you agree to set the VAT rate at the appropriate level which is                            currently applicable with respect to your Products. 

8.7        You are solely responsible for ensuring that you fully comply with your current VAT registrations and accounting for VAT correctly and you agree to promptly provide us with any                      information that we may request from time to time in respect of the Products in the circumstances whereby we may be required to account for any VAT.

8.8        You have complete discretion over how you wish to price your Products and must ensure that all of your Product listings on your Product Page contain all of the information                              required by a Customer to make a valid purchase and that such information is wholly accurate.

8.9        In the instance that you wish to promote and sell your Products on another third party marketplace as another Seller, it will be your responsibility to resolve with the third party                      marketplace any conflict with regards to Intellectual Property Rights or otherwise. We have no liability for any such disputes that may arise from this and you agree to indemnify                      us against any Intellectual Property Infringement Claims that may arise in this respect.

9.          CHARGES AND PAYMENTS

9.1        The Charges payable by you for your use of the Platform and associated Cellar Account comprise, as relevant and applicable, of the following fees:

              (a)      a one-off Joining Fee;

              (b)      a Commission Fee payable on each and every transaction concluded by you with a Customer and excluding all relevant bank transfer fees and such other charges;

              (c)      a monthly Subscription Fee;

              (d)      a Product Listing Fee;

              (e)      a Re-joining Fee as may apply from time to time; and

              (f)       a Priority Listing Fee (if such additional services are acquired by you on a one-off or recurring basis).

9.2        You must pay all Charges in accordance with the Contract. The relevant Charges payable by you for use of your Cellar Account and Platform will be as notified to you, and updated                  by us, from time to time in accordance with these Conditions.

9.3        The Joining Fee will be payable on activation of your Cellar Account. This is a one-off fee that is payable in full on commencement of your Contract with us and in order for you to                    use the Services. The amount of the Joining Fee will be as agreed between you and us in writing at the time of completing your Application Form. The Joining Fee is entirely non-                    refundable.

9.4        We will take a Commission Fee on each and every Customer Order placed and processed by you for the purchase of your Products. In the event that the circumstances in clause                      8.5 apply, we reserve the right to charge a Commission Fee if you have not accurately presented Product stock levels on your Product Page. This amount will be deducted from the                balance due to you on a sale of the Products by our third party payment processer, Stripe, as detailed in clause 10.2.

9.5        You will not be reimbursed the Commission Fee paid by you to us in the instance that the price paid to you by a Customer for a Product is refunded. The Commission Fee is the                          charge payable by you for your use  and provisions of the Services provided.

9.6       We may charge a monthly Subscription Fee for your on-going use of the Services, in addition to this a Product Listing Fee may be charged for each and every Product that you list                   on your Product Page on the Platform. Such fees payable for the Subscription Fee and each Product Listing Fee will be as notified to you on the Platform from time to time upon                     providing you with 30 days’ written notice.

9.7        If you terminate your Cellar Account with us and wish to re-join and/or open a new Cellar Account with us at a later date a Re-joining Fee will be payable. As to whether we re-                            active  your Cellar Account is entirely at our discretion and will be assessed by us at the relevant time in accordance with our eligibility requirements.

9.8        All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by                law).

9.9        We reserve the right to increase the Charges payable on providing you with 30 days’ written notice. In the event that you wish to terminate your Contract following an increase in                    the Charges due on, the provisions of clause 16.5(c) will apply.

10.       PAYMENTS DUE TO IN RESPECT OF THE ORDERS PLACED

10.1     All payments made to you in respect of processed Customer Orders via the Platform will be made through a secure payment gateway. The Platform allows Customers to make                          payment via Visa Debit, Visa Credit or MasterCard. In order to process their payment we use a third party payment processor known as Stripe. You will be required to set-up your                      own Stripe account through your Cellar Account. 

10.2     All payments received from a Customer will be processed by Stripe, who collects, uses and processes the Customer’s information, including payment information, in accordance                      with their privacy policy a copy of which can be found by accessing their website at: https://stripe.com/gb/privacy. Stripe will collect the payments received from Customers into                      your Cellar Account and deduct any Commission Fee due to us. The balance of monies received will be released to your own Stripe account.

10.3     You accept that banking charges may apply and such fees will be deducted from the payments received from Customers prior to releasing the balance due to you.

11.       INTELLECTUAL PROPERTY RIGHTS

11.1     You acknowledge that all Intellectual Property Rights in the Platform, the From Our Cellar name, logo and branding are owned entirely by us, or our licensors (as appropriate) and                  you shall have no rights in or to the Platform, the From Our Cellar name, logo and branding other than the right to use it in accordance with the terms of the Contract or with our                      prior written consent.

11.2     You warrant that you are the legal owner of all of the Intellectual Property Rights in and relating to the Products (which includes the data and information, including Seller                                  information, relating to such Products), photographs, logos, images and any copy that you provide and/or upload to the Platform or that you possess the relevant permission or                      licence to use any and all such Intellectual Property Rights.

11.3     By making the Products available for sale on the Platform, and consequent use of your Intellectual Property Rights by us as referred to in clause 5.6, you warrant that you will not                    infringe any Intellectual Property Rights owned by any third party, and there is and will be no claim against us by any third party arising in relation to the use of such Intellectual                      Property Rights and all Products offered by sale by you are not a replica or design copies of any other brand, designer or manufacturer.

11.4     You agree to indemnify us in full for any and all damages, liabilities, costs, expenses and/or losses resulting in a breach of clause 11.3 in respect of any claim that the normal                              operation, possession or use of those Intellectual Property Rights infringes a third party’s rights (an “Intellectual Property Rights Infringement Claim”).

11.5     If any third party makes an Intellectual Property Rights Infringement Claim, or notifies an intention to make such a claim against youyou will notify us immediately and make                          such alterations, modifications or adjustments as is necessary to make the Intellectual Property Rights non-infringing. In the circumstance that a third party contacts us directly                      and make an Intellectual Property Rights Infringement Claim, we will notify you as soon as reasonably practical.

11.6      We will be entitled to take sole conduct of the defence to any claim or action in respect of any Intellectual Property Rights Infringement Claim and may settle or compromise such                  claim or action at our sole discretion. In such circumstances you agree to give us such assistance as we may reasonably require in respect of the conduct of such defence including                  with any court procedures and deadlines and the provision of all relevant documents.

11.7     At our request, you agree to take the conduct of the defence to any claim or action in respect of any Intellectual Property Rights Infringement Claim. You agree not to, at any time,                    admit liability or otherwise settle or compromise, or attempt to settle or compromise, such claim or action except upon our express written instructions.

12.       DATA PROTECTION

12.1      We will both comply with all applicable requirements of the Data Protection Legislation. This clause 12 is in addition to, and does not relieve, remove or replace, a party’s                                     obligations or rights under the Data Protection Legislation.

12.2      For the purposes of the Data Protection Legislation, you acknowledge that we are both independent Controllers. You are therefore able to process a Customer’s personal data                           solely for the purpose of processing a Customer’s Order and shall at all times ensure that you comply with our Privacy Policy.

12.3     Without prejudice to the generality of clause 12.1, you will ensure that you have all necessary appropriate consents and notices in place to enable lawful transfer of any Customer                    Data for the duration and purposes of the Contract.

12.4      You shall in relation to any Customer Data processed in connection with the performance by you of fulfilling a Customer’s Order: 

              (a)      process that Customer Data only on the documented written instructions of the Customer unless you are required by applicable laws to otherwise process that personal data;

              (b)     ensure that all personnel who have access to and/or process the Customer Data via the Platform are obliged to keep the Personal Data confidential; 

              (c)      not transfer any Customer Data outside of the UK (as stated in our Privacy Policy) unless the prior written consent of the Customer has been obtained and the following                                        conditions are fulfilled:

                          (i)        the Customer has been provided with appropriate safeguards in relation to the transfer;

                          (ii)       the Customer has enforceable rights and effective legal remedies;

                          (iii)      you comply with your obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and

              (d)      notify the Customer without undue delay on becoming aware of a personal data breach of the Customer’s Data.

12.5      You must ensure that you have in place appropriate technical and organisational measures, to protect against unauthorised or unlawful processing of personal data and against                     accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss,                                   destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those                         measures may include, where appropriate, pseudonymising and encrypting the Customer Data, ensuring confidentiality, integrity, availability and resilience of its systems and                         services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of                   the technical and organisational measures adopted by it). We shall and will in no circumstances be liable for the loss of any Customer Data through the Platform and you must                         maintain your own security measures on your computer hardware.

12.6      You agree to indemnify us in full for any and all liabilities, costs, expenses, fines, damages and losses (including any foreseeable losses) we incur in connection with any claim                           arising out of any personal data breach of this clause 12 including any legal or other expenses incurred by us in or about the defence or settlement of the claim. We will notify you                   in writing as soon as possible after becoming aware of the claim. This clause 12 will survive notwithstanding the termination or expiry of the Contract.

 

13.        DELIVERY

13.1      You will use your best endeavours to ensure that each Customer Order is processed in line with these Conditions and agree to fulfil the Customer’s Order in accordance with any                       delivery times as advertised on your Cellar Page or Product Page and/or in subsequent correspondence between you and the Customer. Delivery of the Products is your sole                             responsibility and we will in no manner assist with or facilitate the delivery of the Products.

13.2      You hereby undertake to attend to the following matters in relation to delivery of the Products:

               (a)      acknowledge receipt of the Customer’s Order and provide them with an estimated delivery date;

               (b)      attend to all enquiries raised by the Customer through your Cellar Account in relation to their Order; and

               (c)      acknowledge receipt of any Products returned to you in accordance with clause 14 below.

14.       RETURNS AND REFUNDS

14.1      You undertake to ensure that all correspondence between you and a Customer will be in relation to managing the Customer’s Order only and will not include any reference to your                 own website, email address or other correspondence address outside those offered through the Platform.

14.2      You must cooperate and correspond with a Customer in relation to enquiries raised through your Cellar Account and ensure that all complaints are promptly and courteously                             attended to within 48 hours of the enquiry and/or complaint being made by a Customer. It is your responsibility to ensure these are adequately addressed and dealt with in a                           timely manner.

14.3      In the instance that a Customer wishes to request a refund and/or return the Products you must adhere to the returns provisions outlined in the Customer Terms. You must refund                   the Customer directly and it is your responsibility to process these refunds in a timely and orderly manner.

15.       LIMITATION OF LIABILITY

15.1      You must obtain and maintain suitable professional indemnity insurance cover in respect of your own legal liability in respect of Products that you sell via our Platform.

15.2     Except as expressly stated in clause 15.3:

              (a)      we shall not in any circumstances have any liability for any losses or damages which may be suffered by you (or any person claiming under or through you), whether the                                      same  are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever,                                        which fall within any of the following categories:

                           (i)        special damage even if we were aware of the circumstances in which such special damage could arise;

                           (ii)       loss of profits;

                           (iii)      loss of anticipated savings;

                           (iv)      loss of business opportunity;

                           (v)       loss of goodwill;

                           (vi)      loss or corruption of data, 

              (b)       or in respect of any liability incurred by you to a Customer, or to any other person whether arising from your use of the Platform or otherwise.

15.3     Our total liability to you, whether in contract, tort (including negligence) or otherwise and whether in connection with the Contract or otherwiseshall in no circumstances exceed a                sum equal to the total Charges received.

15.4     You agree that, in entering into the Contract, you did not rely on any representations (whether written or oral) of any kind or of any person other than those expressly set out                              in these Conditions or (if you did rely on any representations, whether written or oral, not expressly set out in these Conditions) that you shall have no remedy in respect of such                      representations and (in either case) we shall have no liability in any circumstances otherwise than in accordance with the express terms of the Contract.

15.5     The exclusions in this clause 15 shall apply to the fullest extent permissible at law, but we do not exclude liability for:

              (a)      death or personal injury caused by our negligence of our officers, employees, contractors or agents;

              (b)      fraud or fraudulent misrepresentation; or

              (c)      any other liability which may not be excluded by law.

15.6     We shall not in any circumstances be liable to you for any loss or damage arising through your use of, or inability to use, the Platform or the Services including in respect of any                        content obtained from or through the Platform or any interruption, inaccuracy, error or omission particularly in respect of any information presented on the Platform.

16.       TERM AND TERMINATION  

16.1      Notwithstanding any other provision of these Conditions, the Contract shall commence on the Commencement Date and shall continue until either party gives the other not less                    than 30 days’ written notice.

16.2      Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force                and effect.

16.3      Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry,                                   including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.

16.4      Without affecting any other right or remedy available to us, we may terminate the Contract with immediate effect by giving written notice to you if:

               (a)      you fail to pay any Charges due under the Contract on the due date for payment; or

               (b)      you use the Platform for purposes that are strictly prohibited as set out in clause 6.

16.5      On termination for any reason:

               (a)      all rights granted to you under the Contract and your access to the Platform shall cease with immediate effect;

               (b)      you shall cease all activities authorised by the Contract in accordance with these Conditions; and

               (c)      you shall immediately pay to us any Charges due to us under the Contract and that may be outstanding at the date of termination.

17.         FORCE MAJEURE 

                For the purposes of the Contract, a force majeure event means an event beyond the reasonable control of the parties including, but not limited to, strikes or other industrial                              disputes (whether involving either party’s workforce or any other party), failure of a utility service or transport network, an act of God, war, riot, civil commotion, malicious                                damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, or default of subcontractors,                  epidemic or pandemic (“Force Majeure Event”). On the occurrence of a Force Majeure Event:

               (a)      Neither party will be liable to the other party for any delay in or failure to perform its obligations (other than in accordance with clause 9) as a result of any Force Majeure                                     Event. The time for performance of such obligations shall be extended accordingly, excluding time for payment in accordance with clause 9.

               (b)      In the instance that we are unable to perform our obligations under the Contract, or provide the Services as required, we shall be entitled to re-schedule the provision of the                             Services only and will in no circumstances be entitled to a refund or relief in respect of Charges made or due to us in respect of your access of the Platform, albeit we                                             reserve the right at our discretion to extend any pre-agreed payment terms if we consider it just and reasonable to do so in light of the Force Majeure Event. You shall in no                                 circumstances be entitled to any compensation.

               (c)      If the Force Majeure Event prevents, hinders or delays the affected party’s performance of its obligations for a continuous period of more than 2 months, the party not                                          affected by the Force Majeure Event will be entitled to terminate the Contract by giving 10 days’ notice in writing.

18.        ASSIGNMENT AND OTHER DEALINGSWe may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of                           our rights and obligations under the Contract. You are not permitted to assign, transfer or deal in any other manner with any or all of your rights or obligations under the Contract.

19.       CONFIDENTIALITY 

              You shall during the term of the Contract and thereafter, keep confidential all, and shall not use for your own purposes (other than implementation of these Conditions) nor                                without the prior written consent of us disclose to any third party (except your professional advisors or as may be required by any law or any legal or regulatory authority)                                  any Confidential Information (including trade secrets and information of commercial value) which may become known to you from us and which relates to us, unless that                                  information is public knowledge or already known to you at the time of disclosure, or subsequently becomes public knowledge other than by breach of these Conditions, or                              subsequently comes lawfully into your possession from a third party. You shall use your reasonable endeavours to prevent the unauthorised disclosure of any Confidential                                Information.

20.       ENTIRE AGREEMENT

              (a)      The Contract constitutes the entire agreement between you and us and supersedes and extinguishes all previous agreements, promises, assurances, warranties,                                                      representations and understandings between us, whether written or oral, relating to the subject matter of the Contract.

              (b)      You acknowledge that in entering into the Contract you do not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty                                           (whether made innocently or negligently) that is not set out in the Contract. You agree that you shall have no claim for innocent or negligent misrepresentation or negligent                              misstatement based on any statement in the Contract.

              (c)      Nothing in this clause 20 shall limit or exclude any liability for fraud.

21.      WAIVER 

             A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or                       delay by us to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict                     any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the                            further exercise of that or any other right or remedy.

22.      SEVERANCE

             If any provision or part-provision of these Conditions is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid,                legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-                  provision under this clause shall not affect the validity and enforceability of the rest of these Conditions.

23.       NOTICES

23.1     Any notice given under or in connection with the Contract shall be in writing and shall be sent by email to the email address specified in your Application Form or                                                    to cellars@fromourcellar.com in the case of us.

23.2     Any notice shall be deemed to have been received if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business                        hours resume. In this clause 23.2, business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.

23.3     This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.

24.       THIRD PARTY RIGHTS

              Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

25.       VARIATION

             Except as set out in these Conditions, any variation, including the introduction of any additional terms and conditions, to the Contract shall only be binding when agreed in                               writing  and signed by us.

26.       GOVERNING LAW

             The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by,                  and construed in accordance with, the law of England and Wales.

27.      JURISDICTION

             Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims)                       arising out of or in connection with the Contract or its subject matter or formation. 

 

 

 

 

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CUSTOMERS

Customers

FROM OUR CELLAR LIMITED’S CUSTOMER TERMS AND CONDITIONS 

These are the terms and conditions (the “Conditions”) to which you have agreed to use our online marketplace at www.fromourcellar.com known as ‘From Our Cellar’ (the “Platform”). You should also refer to the terms and conditions of each individual third party seller (the “Seller”) with whom you have placed an order to purchase their product(s) via the Platform (the “Product(s)). We provide the Platform to you as a means of connecting and facilitating the sale and purchase of Product(s) by virtue of establishing and maintaining the Platform’s functionalities.

1.          THESE TERMS

1.1       What these Conditions cover. These are the Conditions (including our privacy policy (“Privacy Policy”) together with any other documents referred to in these Conditions on                        which we make use of the Platform available to you whether as a guest or registered user.

1.2       Why you should read them. Please read these Conditions carefully before accessing and utilising the Platform. These terms tell you who we are, how we will provide the Platform                to you, how you may change or end a Contract with a Seller, what to do if there is a problem and other important information. If you think that there is a mistake in these                                    Conditions, please contact us to discuss. 

2.          INFORMATION ABOUT US AND HOW TO CONTACT US

2.1       Who we are. We are From Our Cellar Limited a company registered in England and Wales. Our company registration number is 13173438 and our registered office is at 89 High                          Street, Hadleigh, Ipswich, Suffolk, IP7 5EA. Our registered VAT number is 370080328. 

2.2       How to contact us. You can contact us by writing to us at hello@fromourcellar.com  [EMAIL ADDRESS] and postal address at 89 High Street, Hadleigh, Ipswich, Suffolk, IP7 5EA.

2.3       How we may contact you. If we have to contact you we will do so by writing to you at the email address you provided to us when registered as a guest or registered user on the                        Platform.

2.4       “Writing” includes emails. When we use the words “writing” or “written” in these terms, this includes emails.

3.          YOUR USE OF THE PLATFORM

3.1        Your access to the Platform is free of charge and is permitted on a temporary basis. When you place an order to purchase Product(s) from a Seller, you must register as a guest user                or registered user. When registering via the Platform, you will provide us with certain information including your email, password, username, name, country of origin and preferred                language, including bank account details in order to purchase your Product(s)which will be reviewed and processed in accordance with clause 13 below. When processing your                      Personal Data (as set out in our Privacy Policy) we will do so in accordance with the terms of our Privacy Policy, a copy of which is available for review on the Platform.

3.2        In this clause 3.2, Restricted Product(s) has the following meaning: any alcoholic or alcoholic-related Products. Given that the Product(s) for sale over the Platform                                                  includeRestricted Product(s) your access to the same is only permitted to individuals of legal age, that being at least 18 years of age, in accordance with applicable laws of the                        United Kingdom. When processing an order through the Platform for Restricted Product(s) you warrant that you are over the age of 18. It is a Seller’s responsibility to verify that                        you are legally permitted to purchase any Restricted Product(s). The Seller will have sufficient procedures in place to verify that you are aged 18 years or over.

3.3        We reserve the right to amend and/or terminate your access to the Platform at our sole discretion, if necessary, to comply with any applicable law or regulatory requirement or if                    we believe you are in breach of these Conditions. We may do so without notice to you and without any liability to you.

3.4        You must ensure that all information uploaded when you check-out as a guest user or create a registered user account is true, accurate and complete. You must check all                                      information before making a purchase to order any Product(s) via the Platform. You shall take all reasonable measures to ensure the confidentiality of the access to your                                      account including all usernames and passwords assigned to you on the Platform, and shall be responsible for all activities undertaken through your account. We shall in no                                circumstances be liable for any loss of your Personal Data or due to any third-party access obtained to your account with or without your permission.

3.5        We will explore and propose new technology, management and operational developments, improvements and trends which may improve the standard of performance of the                          Platform or the effectiveness of its advertising and marketing strategies. We will use our reasonable care and skill to ensure the Platform can be provided without any interruption                  or delay, however your use of the same is dependent upon you having a sufficient internet connection.

3.6        From time to time, we may undertake updates on the Platform and your access to the same may be temporarily delayed or suspended due to scheduled maintenance upgrades                      and improvements undertaken to the Platform by us.

3.7        We reserve the right to update, change or remove contents and features contained within the Platform from time to time including removing any Product(s) listed for sale on the                    Platform that do not meet our eligibility requirements. It is your responsibility to check the Platform periodically for such changes. Your continued use of or access to the Platform                  following the addition of any changes to these Conditions constitutes acceptance of those changes by you.

4.          YOUR PURCHASE OF PRODUCT(S) ON THE PLATFORM

4.1       Your Contract with a Seller. Each order that you place on the Platform shall be an offer by you to purchase the Product(s) from a Seller. Your order shall be accepted when the                        Seller issues you with an email acknowledgement confirming your order at which point a Contract is formed directly between you and the relevant Seller (the “Contract”).

4.2        If you decide to purchase Product(s) through the Platform a Contract will be formed directly between you and the relevant SellerWe will in no manner be a party to the Contract                    or have any liability or responsibility to you in respect of the Seller’s compliance with its terms and ability to deliver the Product(s) to you. Such Contract shall comprise of these                      Conditions and any specific terms and conditions imposed by the Seller and as may be notified to you by the Seller directly.

4.3        You should ensure that you review these Conditions and any email confirmation received in relation to any order processed by you to acquire the Product(s) from a                                                Seller, including any applicable information as listed on the Seller’s Product page on the Platform. You agree to be bound by alll such provisions and in the instance that there is                      any conflict or inconsistency between these Conditions, any email confirmation for your order or applicable details as listed on the Seller’s Product pagethese Conditions shall                      prevail.

4.4        We in no way warrant that the Product(s) sold by any Seller on the Platform and subsequently purchased by you will be of satisfactory quality or fit for purpose. Further, this and                    any other warranties (express or implied) are wholly disclaimed by us to the fullest extent as is permitted by law. Please note that this disclaimer does not in any way affect                                your ability to enforce your statutory rights against the Seller directly. In the instance that you purchase tasting notes or such other literary materials from the Platform that have                    been produced by a Seller, you hereby acknowledge and accept that such materials are opinion based and no warranty is provided by us as to the accuracy of the materials                                provided. 

4.5        You hereby agree and consent to your Personal Data being shared with a Seller in order to purchase the Product(s) and to enable the Seller to process your order and deliver the                      Product(s) to you. To purchase a Product you must select the relevant Product and click the “Add to Basket” option. The Product(s) will then be added to your basket and stored                      there. You can decide to add to, or remove from, your basket as you see fit. Please note that items in your basket are not reserved for you until you order has been finalised and                        payment processed in accordance with clause 10In such circumstances, the relevant Seller will process your Personal Data in accordance with our Privacy Policy, a copy of which                  can be found on the Platform.

5.          YOUR RIGHTS TO MAKE CHANGES TO YOUR ORDER 

              If you wish to make a change to the Product(s) that you have ordered, please contact the Seller directly. They will let you know if the change is possible. In the circumstances that                    you wish to obtain a refund the provisions of clause 7 and clause 8 will apply.

 

 

6.          DELIVERY OF THE PRODUCT(S) 

              The Seller shall have sole responsibility for ensuring the Product(s) ordered by you are delivered in accordance with the agreed timescales as specified by the Seller when you                          placed your order. Any delivery times quoted are in working days unless otherwise specified.

7.          YOUR RIGHTS TO END THE CONTRACT

7.1       You can always end your Contract with the Seller.  Your rights when you end the Contract with a Seller will depend on what you have bought, whether there is anything wrong                    with it and when you decide to end the ContractIf what you have bought is faulty or misdescribed you may have a legal right to end the Contract (or to get the Product repaired                      or replaced or to get some or all of your money back). If you have changed your mind about the Product(s) you may be able to get a refund if you are within the cooling-off period,                  but this may be subject to deductions as outlined in clause 8.3.

7.2       Exercising your right to change your mind (Consumer Contracts Regulations 2013). For most Product(s) bought online you have a legal right to change your mind within 14                        days and receive a refund.  These rights, under the Consumer Contracts Regulations 2013, are explained in more detail in these Conditions

7.3       When you do not have the right to change your mindUnfortunately, you do not have the right to change your mind in the circumstance in which you have ordered perishables                    or bespoke and/or personalised Product(s) from a Seller and which cannot be resold due to their bespoke or perishable nature including any tasting notes and/or articles                                    purchased from the Platform after you have started to download theseProduct(s) such as food items would fall into this category unless the Product(s) in question are faulty. The                  Seller is required to raise this information to you in the ordering process.

7.4       How long do you have to change your mind? How long you have depends on what you have ordered and how it is delivered. You have 14 days after the day you (or someone you                nominate) receives the Product(s). If you order has not been accepted or dispatched by the Seller, we would advise that you contact the Seller directly to let them know that you                      wish to cancel your order.

7.5       Ending the Contract where there is no right to change your mindIf you wish to return a Product to a Seller outside of the cooling off period referred to in clause 7.4 above, you                  will need to contact the Seller directly via the Platform using From Our Cellar’s messaging service or any contact details provided by the Seller at the time of placing your order or                    confirmed to you in an order acknowledgement email.

8.          REFUNDS

8.1       How will you be refunded. You will be refunded for the price you paid for the Product(s) including delivery costs, by the method you used for payment. However, the Seller may                      make deductions from the price, as described below. The Seller will process the refund directly to your payment card, in no more than:

              (a)      14 days after the day the Product(s) were received by the Seller;

              (b)      if earlier, 14 days after the date you provide evidence that you have returned the Product(s) to the Seller; or

              (c)      if the Product(s) were not supplied but payment was made for the Product(s) by you to the Seller, 14 days after the day on which you informed the Seller about your decision                             to cancel your order.

8.2       If you have returned your Product(s) but your refund has not been processed. For confirmation as to whether your returned Product(s) have been received by the Seller you                      should contact the Seller directly.

8.3       Deductions from refunds if you are exercising your right to change your mind. If you are exercising your right to change your mind: 

              (a)      The Seller may reduce your refund of the price (excluding delivery costs) to reflect any reduction in the value of the Product(s), if this has been caused by your handling them                            in a way which would not be permitted in a shop. If the Seller refunds you the price paid for the Product(s) before it is able to inspect the Product(s) and later discovers you                                have handled them in an unacceptable way, you may be required to pay the Seller an appropriate amount. 

              (b)      The maximum refund for delivery costs will be the costs of delivery by the least expensive delivery method the Seller offers. For example, if the Seller offers delivery of a                                        product within 3-5 days at one cost but you choose to have the product delivered within 24 hours at a higher cost, then the Seller will only refund what you would have paid                              for the cheaper delivery option.

9.          FAULTY PRODUCT(S)

9.1       If there is a problem with the Product(s). If there is a fault with the Product(s) you must contact the Seller directly to discuss return options. You may be required to provide                            supporting information about the issue and if possible pictures and documentary evidence of the damage to the Product(s) and, if so requested by the Seller, any external                                  packaging.

9.2       Summary of your legal rights. Sellers are under a legal duty to supply Product(s) that are in conformity with these Conditions and our Seller Terms and Conditions, a copy of                          which can be found on the Platform. See the box below for a summary of your key legal rights in relation to the Product(s) purchased from a Seller. Nothing in these                                                Conditions will  affect your statutory legal rights and claims that you may have against the Seller. 

             Summary of your key legal rights 

              This is a summary of your key legal rights. These are subject to certain exceptions. For detailed information please visit the Citizens Advice website www.adviceguide.org.uk or call                  03454 04 05 06. 

              In relation to the Product(s), the Consumer Rights Act 2015 says goods must be as described, fit for purpose and of satisfactory quality. During the expected lifespan of your                                product your legal rights entitle you to the following:

              (a)       Up to 30 days: if your goods are faulty, then you can get an immediate refund. 

              (b)       Up to six months: if your goods cannot be repaired or replaced, then you are entitled to a full refund, in most cases.  

              (c)       Up to six years: if your goods do not last a reasonable length of time you may be entitled to some money back. 

Please note however clause 7.3.

10.       PRICE AND PAYMENT

10.1    Where to find the price for the Product(s). The price of the Product(s) (which includes VAT) will be the price indicated on the Seller’s Product page on the Platform when you                          placed your order. This will also detail any applicable delivery charges as notified by the Seller to you. 

10.2    What happens if the Seller has got the price wrong. It is always possible that, despite the Seller’s best efforts, some of the Product(s) they sell may be incorrectly priced. It is the                  Seller’s responsibility to check prices before accepting your order and the Seller will be responsible for rectifying any error in respect of incorrectly priced Product(s). We have no                    liability to you in these circumstances. Should you wish to cancel your order, the provisions of clause 7 will apply.

10.3    When you must pay and how you must pay All payments made via the Platform will be made through a secure payment gateway. The Platform allows you to make payment via                  Visa Debit, Visa Credit or MasterCard. In order to process your payment we use a third party payment processor known as Stripe. Your payment will be processed by Stripe, who                      collect, use and process your information, including payment information, in accordance with their privacy policy a copy of which can be found by accessing their website                                  at: https://stripe.com/gb/privacy.

10.4     You will be redirected to Stripes own server when you process your payment and completion of your order will be subject to your agreement to Stripes terms and conditions. We                   do store your banking information on the Platform to enable Stripe to facilitate and process payments through the Platform, such information will be held by us in accordance with               our Privacy Policy. A separate contractual relationship is therefore created between you and Stripe and we cannot be held liable for any errors, actions, omissions or incorrect                           charges that may be made by Stripe.  

10.5     You accept that some banking institutes may charge you an additional fee for certain transactions (for example, international transactions).

11.       INTELLECTUAL PROPERTY RIGHTS 

              You acknowledge that all intellectual property rights in the Platform and the From Our Cellar name, logo and branding are owned entirely by us, or our licensors (as                                                appropriate), and you shall have no rights in or to the Platform or the From Our Cellar name, logo and branding. You must not extract or otherwise use any of the content on the                      Platform for commercial purposes without obtaining a licence to do so from us or our licensors.

12.        OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU

12.1      We are not responsible for any loss incurred in relation to your use of the Platform. To the fullest extent as may be permitted by law, we disclaim responsibility for any harm                               resulting from your use of any part of the Platform. Your use of the Platform is solely at your own risk and you are responsible for any damage incurred to your computer and/or                       hardware system from using the Platform.

12.2      We are not liable to you or any user for any use or misuse of the Platform. Such limitation: (a) includes direct damages, whether such claim is based on warranty, contract,                                  tort (including negligence) or otherwise (even if we have been advised of the possibility of such damages); (b) includes indirect, incidental, consequential, special, exemplary and                  punitive damages, whether such claim is based on warranty, contract, tort (including negligence) or otherwise (even if we have been advised of the possibility of such                                            damages); and (c) applies whether damages arise from use or misuse of and reliance on the Platform, from inability to use the Platform, or from the interruption, suspension or                      termination of the Platform (including any damages incurred by third parties).

12.3     You hereby acknowledge and accept that your use of the Platform is dependent upon you having access to the internet. It is your responsibility to ensure that you have an                                  adequate internet connection, and we accept no liability for your inability to access the Platform due to a poor and/or lack of internet connection or any other problems inherent                    with the use of the internet and electronic communications. We have no responsibility to you for the provision, support and maintenance of any of your hardware or software                          used to provide you with access to the internet or the Platform, or any related hardware or software (including an IP router, proxy server, firewall or anti-virus software), the                                responsibility for which will remain exclusively with you.

12.4     We in no way guarantee that your use of the Platform will be uninterrupted or that such use will meet your desired requirements or expectations.

12.5    We do not exclude or limit in any way our liability to you in respect of your use of the Platform where it would be unlawful to do so. This includes liability for death or                              personal injury caused by our negligence or the negligence of our employees, agents or subcontractors or for fraud or fraudulent misrepresentation.

13.       HOW WE MAY USE YOUR PERSONAL INFORMATION. We will only use your personal information as set out in our Privacy Policy, a copy of which can be found on the Platform.

14.       VIRUSES, HACKING AND OTHER OFFENCES ON THE PLATFORM  

              You must not misuse our Platform by introducing viruses, trojans, worms, or other material which is malicious or technologically harmful and you must not attempt to gain                                unauthorised access to the Platform or the server on which our Platform is stored or any computer or database connected to it. By breaching this clause 14, you would commit a                    criminal offence. Your use of the Platform would be immediately terminated and we will co-operate with relevant authorities by disclosing your identity to them to invest the                            offence further.

15.        OTHER IMPORTANT TERMS

15.1    We may transfer these Conditions to someone else. We may transfer our rights and obligations under these Conditions to another organisation. We will always tell you in writing                if this happens. You are not permitted to transfer your obligations under these Conditions in any event.

15.2    Nobody else has any rights under these Conditions. These Conditions regulate the relationship between you and us and your access and use of the Platform. They are between                  you and us. No other person shall have any rights to enforce any of the Conditions.

15.3     If a court finds part of these Conditions illegal, the rest will continue in force. Each clause of these Conditions operates separately. If any court or relevant authority decides                      that any of them are unlawful, the remaining clauses will remain in full force and effect and the offending clauses should be deemed modified to the minimum extent necessary to                be make them valid, legal and enforceable.

15.4    Even if we delay in enforcing these Conditions, we can still enforce them later. If we do not insist immediately that you do anything you are required to do under these                                 Conditions, or if we delay in taking steps against you in respect of your breaking these Conditions, that will not mean that you do not have to do those things and it will not prevent               us taking steps against you at a later date.

15.5    If the Seller is delayed in delivering the Product(s) to you by an event outside of its controlWhere we are or a Seller is prevented from or delayed in carrying out obligations                   under these Conditions due to circumstances beyond our/the Seller’s reasonable control including, without limitation, acts of God, governmental actions, war or national                                   emergency, riot, civil commotion, fire, explosion, flood, inclement weather, epidemic or pandemic, lock-outs, strikes or other labour disputes (whether or not relating to our or the                 Seller’s workforce), or restraints or delays affecting carriers or an inability or delay in obtaining supplies of adequate or suitable materials then either our or the Seller’s (as the case               may be) performance of its obligations shall be postponed for the period of time that the circumstances continue. In such circumstances we or the Seller shall have no liability to                     you for any delay in receiving your Product(s).

15.6    Which laws apply to these Conditions and where you may bring legal proceedings. These terms are governed by English law and you can bring legal proceedings in respect of                  the Products in the English courts. If you live in Scotland, you can bring legal proceedings in respect of the Products in either the Scottish or the English courts. If you live in                                Northern Ireland, you can bring legal proceedings in respect of the Products in either the Northern Irish or the English courts.  

 

 

 

 

 

Subscriptions

FROM OUR CELLAR LIMITED’S SUBSCRIPTION TERMS AND CONDITIONS 

These are the terms and conditions (the “Conditions”) on which we will provide certain products and/or services to youIn the case of you purchasing a subscription service, we will provide you with access to digital copies of our tasting notes and articles through the From Our Cellar Archive accessible via our online marketplace www.fromourcellar.com and/or www.fromourcellar.co.uk (the “Platform”). Throughout these Conditions, the term ‘we’, ‘us’ or ‘our’ refers to From Our Cellar Limited. 

From Our Cellar Limited is a company registered in England and Wales (company number 12432746). Our company registration number is 13173438 and our registered office is at 89 High Street, Hadleigh, Ipswich, Suffolk, IP7 5EA. Our registered VAT number is 370080328.   

In the instance that you have any queries or concerns in relation to these Conditions, or any products and/or services provided, you can contact us by writing to us at subscriptions@fromourcellar.com and postal address at 89 High Street, Hadleigh, Ipswich, Suffolk, IP7 5EA. 

To become a From Our Cellar member and to sign-up to our subscription services you must complete the registration process on the Platform. When submitting an order to purchase products and/or services, whether on a one-off basis or on a subscription basis, you must provide your name, email address and corresponding billing address and/or delivery address (as may be the case and depending upon the level of membership acquired). In the instance that you purchase tasting notes and/or articles, the relevant materials will be available for review and download from the From Our Cellar Archive for the duration of the term of your subscription, or in the case of one-off purchases as detailed in clause 5 below. In the instance that your email address changes, you must notify us as soon as possible to ensure that you are able to access the Platform.

1.          Our contract with you 

1.1        Your order is an offer to purchase certain products from us either on a one-off or recurring basis. You can place your order by selecting the relevant products and/or subscription                      services through our Platform. You are able to check and amend your details and scope of the products and/or subscription services required until the point of payment. If you                        wish to make any changes after this you can do so in accordance with clause 1.3 below. 

1.2        Our acceptance of your order will take place when we email you to accept it, at which point a contract will come into existence between you and us. If we are unable to accept your                order, we will email you to inform you of this. 

1.3        If you wish to make a change to the products you have ordered or the scope of your subscription services, please contact us. We will let you know if the change is possible. If it                          is possible we will let you know about any changes to the price of the products or subscription services, the timing of supply or anything else which would be necessary as a result                  of your requested change and ask you to confirm whether you wish to go ahead with the change. If we cannot make the change or the consequences of making the change are                          unacceptable to you, you may want to end the contract in accordance with clause 11. 

1.4        The default method of communication between you and us will be over email, using the email address provided when you purchased the products and/or services. 

2.         Access to the From Our Cellar Archive 

2.1        By placing an order to purchase products and/or subscription services from us, you warrant that you are at least 18 years of age and of the legal age to consume alcohol                    in England and Wales. We only sell alcohol or alcohol-related products to customers who are 18 years old or over. In the instance it transpires that you are not of age, we reserve                    the right to terminate the contract with immediate effect and with no liability to you. You will indemnify us for any loss or damage incurred to us or the From Our Cellar reputation                  and brand following a breach of this clause 2.1. 

2.2        During the order process, we will let you know when we will provide the products to you. In the case of tasting notes and/or article reviews purchased on a one-off basis such                            products will be available for you to download via the Platform immediately. 

2.3        Where you wish to have access to the From Our Cellar Archive which is comprised of an array of tasting notes and/or article materials, these products will be available for review                      and download from the PlatformWe have two levels of membership. Our basic membership subscription service provides you with full access to the From Our Cellar Archive and                  such other membership services as may be available from time to time and notified to you on the Platform, on a month-by-month or annual basis. You will be required to pay the                    monthly or annual subscription fee due as outlined in clause 4 below. We will also tell you during the order process when and how you can end the contract. We will supply the                        products and/or provide you with access to the Platform until the subscription services expire (if applicable), or you end the contract. 

2.4        All products provided by us to you are for personal, non-commercial use and must not be re-sold for profit. You acknowledge that wine and alcohol tasting has a                                    subjective nature and any content and information provided within the From Our Cellar Archive will be based on the opinion of third parties and we are in no way                                responsible for these opinions. 

2.5        We are not responsible for delays outside our control. If our supply of the products and/or services is delayed by an event outside of our control or due to a technological default                    that we are unable to rectify within 48 hours of the relevant default, we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the                          delay. Provided we do this, we will not be liable for delays caused by the event, but if there is a risk of substantial delay you may contact us to end the contract and receive a refund                for any products and/or services that you have paid for but not received.

3.          From Our Cellar Subscriptions 

3.1        Subscriptions are sold in monthly or annual packages. You may subscribe to receive full access to our From Our Cellar Archive and materials uploaded to the Platform. 

3.2        As outlined in clause 2.3 above, our basic membership provides you with access to the From Our Cellar Archive. If you subscribe to become a Cellar Club member and obtain a full                  membership, in addition to having complete access to the From Our Cellar Archive and such other membership perks as may be notified to you from time to time, you will                                  receive one monthly delivery comprising the “Cellar of the Month” gift box (the Gift Box”). The Gift Box will be comprised of hand-picked alcoholic and/or non-alcoholic                                    beverages. We provide three different Gift Box options dependent upon your acquired taste. You will be prompted to select a default option when signing-up to become a Cellar                      Club member (i.e. whether your default preferred Gift Box is an alcoholic or non-alcoholic Gift Box, or if you wish to receive a lucky dip Gift Box which will be randomly selected by                  us on your behalf).  

3.3       We endeavour to provide you with our pre-selected Gift Box options no later than the [NUMBER] day each relevant month. You will have [NUMBER] of days to accept and/or amend                your Gift Box. You must provide us with your proposed changes to the contents of your Gift Box no later than [NUMBER] of days prior to the end of each month to allow us enough                  time to dispatch your Gift Box and to ensure this reaches you before the end of the month. If we do not hear from you with regards to your preferred choice of Gift Box within the                      time period specific in this clause 3.3, we will assume that you are happy to receive your default hand-picked Gift Box and will arrange for the Gift Box to be dispatched to you.                          Once  dispatched, you will not have the facility to change your Gift Box unless the products are faulty as expanded upon in clause 11.1(a) below.

4.          Orders and payment

4.1        Upon the commencement of your subscription, you authorise us to arrange the withdrawal of funds from your [Visa Debit, Visa Credit or MasterCard] bank account details that                        you supplied when processing your order at the start of each subscription period without further reference to you. Payments for each month’s subscription fee will be debited                          from your account on the first day of each relevant month and is required in advance to afford you with access to the From Our Cellar Archive. 

4.2        All payments made via the Platform will be made through a secure payment gateway. The Platform allows you to make payment via [Visa Debit, Visa Credit or MasterCard]. In                            order to process your payment, we use a third party payment processor known as Stripe. Your payment will be processed by Stripe, who collect, use and process your information,                including payment information, in accordance with their privacy policy a copy of which can be found by accessing their website at: https://stripe.com/gb/privacy. 

4.3        You will be redirected to Stripes own server when you process your payment. Your personal banking information is not provided directly to us and completion of your order will                      be subject to your agreement to Stripes terms and conditions. A separate contractual relationship is therefore created between you and Stripe and we cannot be held liable for                        any errors, actions, omissions or incorrect charges that may be made by Stripe.  You accept that some banking institutes may charge you an additional fee for certain                                            transactions (for example, international transactions). 

4.4        Stripe will take, and we will collect, your first payment when we accept your order. If you have purchased a subscription plan, payments will be taken on the first day of each                              month (which may change from time to time). If you have purchased an annual subscription, you will be charged in one lump sum the annual sum stated at the time of purchase                    plus applicable taxes. We may change our prices by giving you notice by email at least 14 days before any price change takes effect. If you do not accept the new price, you should                  cancel your subscription in accordance with clause 11.2(a) as payments taken after the notice period will be at the new price. 

4.5        If your payment method was declined by the bank or financial institution for whatever reason, you will be notified by email and we will attempt to take the relevant payment due                    from you againIf we are unable to obtain payment after two attempts your subscription will be suspended and the outstanding balance due from you must be paid within 14 days                of the last failed payment date. In the instance that any banking charges are incurred due to your payment bouncing, we will in no circumstance be liable to you to account for                          such charges. By entering into a subscription service with us, you are providing us with an assurance that you will have the financial ability to pay your monthly subscription                              fees as and when due. 

4.6        In the instance that we suspend your subscription services and access to the products on the From Our Cellar Archive due to your inability to make payment when due under                            clause 4.4 or 4.5, your access will remain suspended until we receive payment from you for the outstanding amounts. We may charge interest to you on the overdue amount at the                rate of 4% a year above the base lending rate of the Bank of England from time to time. This interest shall accrue on a daily basis from the due date until the date of actual                                  payment of the overdue amount, whether before or after judgment. You must pay us interest together with any overdue amount.  

4.7        In the instance that you have a Cellar Club membership, the monthly or annual subscription fee due from you will include delivery charges payable in respect of the Gift Boxes that                will be dispatched to you on a month-by-month basis and as will be displayed to you on the Platform. Dispatch of the Gift Box is subject to our being able to charge your payment                  card and to being in receipt of your monthly subscription fee. It is your responsibility to update your payment card details as necessary. 

4.8        We will issue you with an invoice each month, or on commencement of your contract in respect of any annual subscription services. If you think an invoice is wrong, please                                contact us promptly to let us know. You will not have to pay any interest until the dispute is resolved. Once the dispute is resolved we will charge you interest on correctly invoiced                  sums from the original due date.  

4.9        We may have to suspend your access to the Platform to you to deal with technical problems, make minor technical changes to the Platform or make changes to the                                                products and/or services (to reflect changes in relevant laws and regulatory requirements) as may be required from time to time. If we intend to suspend the supply of the                                  products and/or services provided on a subscription basis, we will adjust the subscription price payable so that you do not pay for the subscription while it is suspended. You may                  contact us to end your subscription if we suspend it, or tell you we are going to suspend it, in each case for a period of more than 14 days and we will refund any sums you have                        paid in advance for the subscription in respect of the period after you end the subscription.

5.          Purchasing a single product/service 

              We will use our reasonable endeavours to make sure that the price due for each separate product/service is shown accurately on the Platform. In the instance that you wish to                          acquire a product/service on a one-off basis, you must pay us for the product/service in full prior to the relevant product/service being released to you on the Platform. The                                relevant tasting note or article purchased will be available in your From Our Cellar user dashboard for download.

6.          Licence to use the Platform in connection with the subscription services 

6.1        In consideration for the subscription fees to be paid by you to us, we grant you a personal, non-exclusive, non-transferable, revocable licence, commencing on the first day of the                    subscription period, to use the Platform in connection with the subscription services to review and download the materials available on the From Our Cellar Archive. 

6.2        You shall not: 

              (a)      sub-license, assign or novate the benefit or burden of the licence granted in clause 6.1 in whole or in part; or 

              (b)      deal in any other manner with any or all of your rights and obligations under these Conditions. 

6.3        We may at any time sub-license, assign, novate, charge or deal in any other manner with any or all of our rights and obligations under the licence granted in clause 6.1 without                          providing notice to you, which does not in any event prevent us or any other third parties we chose to grant permission to from using the Platform. 

6.4        You shall ensure your access to the Platform and account details are maintained confidentially and only disclosed to those parties who are required to review and download                              the products and/or services through the Platform. The licence granted in clause 6, and your access to the Platform, will terminate at midnight on the last day of your                              subscription period subject to you providing us with notice to terminate. If you do not provide us with the relevant notice, your subscription will automatically renew in                  accordance with clause 10.

7.          Personal Data. We collect your personal data when you use our Platform and acquire the products and/or subscription services from us. Your data is used in accordance with our                  privacy policy, a copy of which is available on the Platform.

8.          Intellectual Property Rights 

              You acknowledge that all intellectual property rights in the Platform, the From Our Cellar name, logo and branding and materials uploaded onto the From Our Cellar Archive are                      owned entirely by us, or our licensors (as appropriate), and you shall have no rights in or to the Platform (excluding in respect of the licence granted to you under clause                                      6.1), the From Our Cellar name, logo and branding or materials uploaded onto the From Our Cellar Archive. You must not extract or otherwise use any of the content on the                                Platform for commercial purposes.

9.          Delivery of your “Cellar of the Month” Gift Box 

9.1        If you are a Cellar Club member, we will arrange delivery of your Gift Box each month until either the subscription expires (if applicable), you end the contract or we end the                                contract by written notice to you as described in clause 12. 

9.2        We will arrange for your Gift Box to be delivered to your delivery address as specified when you sign up to the subscription services. [You are able to specify an alternative drop-off                  location when processing your order, such as for the Gift Box to be left with a neighbour or secure location such as in your porch]. If you are not at home when we attempt to                              deliver the Gift Box, or no one is available to take delivery of the Gift Box (which cannot be posted through your letterbox), we will leave the Gift Box at any ‘safe place’ as specified                  by you when processing your subscription order. If you do not leave a ‘safe place’ location when processing your subscription, Royal Mail delivery service will leave you a note                          informing you of how to collect the Gift Box from a local depot. It is your responsibility to ensure the Gift Box is collected during the specified holding period. If you do not collect                    the Gift Box during this period, the Gift Box will be returned to us and additional delivery charges will apply in the instance that subsequent re-delivery is required. 

9.3        The Gift Box is entirely at your risk from the point of delivery and we will not be responsible for any loss incurred to you on the basis that the Gift Box is not recoverable from your                    ‘safe place’ location. You will own the Gift Box from delivery and once we have received payment in full.

10.       Automatic renewal 

10.1     Subscriptions will automatically renew at the end of the relevant subscription period unless notified by you to us in advance of the renewal date. In the instance that you wish to                      cancel or suspend your subscription package, you must provide us with written notice of this and not less than 10 business days prior to the end of the subscription periodYou                      understand that your subscription will otherwise automatically renew on your assigned renewal date. You authorise us to store your payment method(s) and to                                          automatically charge your payment method(s) until you cancel your subscription. 

10.2     Unless notified otherwise by you in accordance with clause 10.1, you authorise us (without notice to you, unless required by applicable law) to charge a renewal subscription                            identical to the regularity and time period previously undertaken by yourself and using the payment account details that we have on file for you.  We will automatically charge                          you the then-current rate for your subscription plan plus applicable taxes (such as VAT). 

10.3     From time to time, we may change the price associated with the available subscription packages on our Platform. In such circumstances, you will be notified prior to us                                        increasing  the subscription fees and your membership will renew at the then-prevailing price of your current plan. If you wish to cancel your subscription pending an increase in                    the subscription fees, you may do so and no cancellation charges will be incurred. You will be entitled to receive access to the From Our Cellar Archive and any Gift Boxes released                  during that period and due to you up until the end of your subscription period.

11.       Cancellations 

11.1     Your rights when you end the contract will depend on what you have bought, whether there is anything wrong with it, how we are performing and when you decide to end the                          contract: 

              (a)      if what you have bought is faulty or misdescribed including in respect of a Gift Box, you may have a legal right to end the contract (or the get the product repaired or                                                replaced or to get some or all of your money back) – please see clause 11.6; 

              (b)      if you want to end the contract because of something we have done or have told you we are going to do – please see clause 11.2; 

              (c)       if you have just changed your mind about the services you may be able to get a refund if you are within the cooling-off period, but this may be subject to deductions –                                           please see clause 11.3; or 

              (d)      in all other cases (if we are not at fault and there is no right to change your mind) – please see clause 11.8. 

11.2     If you are ending a contract for a reason set out at 11.2(a) to 11.3(e) below the contract will end immediately and we will refund you in full for any products and/or subscription                          services which have not been provided. The reasons are:

              (a)      we have told you about an upcoming change to the products, subscription services or these Conditions which you do not agree to;

              (b)      we have told you about an error in the price or description of the products or subscription services you have ordered and you do not wish to proceed;

              (c)      there is a risk that supply of the products and access to the From Our Cellar Archive may be significantly delayed because of events outside our control; 

              (d)      we have suspended your access to the From Our Cellar Archive for technical reasons, or notify you we are going to suspend them for technical reasons, in each case for a                                      period of  more than 7 business days; or

              (e)      you have a legal right to end the contract because of something we have done wrong (including because we have delivered late as outlined in clause 11.2(c). 

11.3     For most products bought online you have a legal right to change your mind within 14 days and receive a refund.  These rights, under the Consumer Contracts Regulations 2013,                      are explained in more detail in these ConditionsYou do not have a right to change your mind in respect of digital products, such the tasting notes and articles uploaded                        from the From Our Cellar Archive after you have started to download these. 

11.4     In the instance that you wish to cancel your purchase of a product on a one-off basis or to cancel your subscription and access to the From Our Cellar Archive, you have 14 days                        after the day we email you to confirm we accept your order, or, if earlier, until you start downloading the materials from the From Our Cellar Archive. 

11.5     To end the contract with us, please let us know by doing one of the following:   

              (a)      EmailEmail us at subscriptions@fromourcellar.com. Please provide your name, home address, details of the order and, where available, your phone number and email                                     address.  

              (b)      Online. Complete the [form INSERT LINK TO ONLINE FORM] on the Platform.  

11.6      If the products contained within a Gift Box that has been received by you are faulty or misdescribed, you must return them to us. You must post them back to us at [ADDRESS].                          Please email us at subscriptions@fromourcellar.com for a return label. We will pay the costs of return if the products are faulty or misdescribed. If you receive damaged bottles in                    your Gift Box, please let us know immediately and we will arrange for a replacement to be sent to you or a refund issued to the value of the Gift Box. If you wish to cancel your                            subscription services, your access to the Platform and From Our Cellar Archive will continue until the end of that billing period. Any refunds are made at our discretion. 

11.7.    We are under a legal duty to supply products and/or services to you that are in conformity with the contract. See the box below for a summary of your key legal rights in relation to                  the products. Nothing in these terms will affect your legal rights. 

              Summary of your key legal rights 

              This is a summary of your key legal rights. These are subject to certain exceptions. For detailed information please visit the Citizens Advice website www.adviceguide.org.uk or call                  03454 04 05 06. 

              In relation to digital content, for example the subscription services to the From Our Cellar Archive, the Consumer Rights Act 2015 says digital content must be as described, fit for                  purpose and of satisfactory quality:

              (a)      If your digital content is faulty, you are entitled to a repair or a replacement.

              (b)      If the fault cannot be fixed, or if it has not been fixed within a reasonable time and without significant inconvenience, you can get some or all of your money back.

              (c)      If you can show the fault has damaged your device and we have not used reasonable care and skill, you may be entitled to a repair or compensation

              In relation to goods, for example the products included in our Gift Boxes, you are entitled to a replacement or refund if the products are faulty or misdescribed. Please see clause                    11.6. 

              See also Exercising your right to change your mind (Consumer Contracts Regulations 2013).

11.8.    Even if we are not at fault and you do not have a right to change your mind (see clause 11.1(d)), you can still end the contract before it is completed. A contract for goods is                                  completed when the product is delivered, and paid for. A contract for services, including in respect of any subscription, is completed when we have finished providing the                                 services for the relevant subscription period and you have paid for them. If you want to end the contract in these circumstances, just contact us to let us know. The contract will                    not end until the end of the relevant subscription period as the case may be. We will refund any advance payment you have made for any products and/or services which will not                    be provided to you. For example, if you have purchased monthly subscription services and tell us you want to end the contract on 4 February we will continue to supply                                        the products and/or services up until the end of February. We will only charge you for supplying the products and/or services up until the end of February and will refund any                            sums you have paid in advance for the supply of the services and/or products after that. Please see clause 11.6 in respect of annual subscription services. 

11.9.    We will make any refunds due to you as soon as possible. Your refund will be made within 14 days of cancellation to the bank account details to which we process your direct debit                via Stripe. 

12.       Our rights to end the contract 

              We may end the contract at any time by writing to you if you do not make any payment to us when it is due and we have attempted to take payment twice or you are found to be in                breach of these Conditions including in respect of the warranty provided by you to us as outlined in clause 2.1. 

13.       Our responsibility for loss or damage suffered by you 

13.1      If we fail to comply with these Conditions, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking the contract or our failing to use reasonable                  care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the                  contract was made, both we and you knew it might happen, for example, if you discussed it with us during the sales process. 

13.2      You hereby acknowledge and accept that your use of the Platform and the From Our Cellar Archive are dependent upon you having access to the internet. It is                                                           your responsibility to ensure that you have an adequate internet connection, and we accept no liability for your inability to access the From Our Cellar Archive due to a poor                               and/or lack of internet connection or any other problems inherent with the use of the internet and electronic communications.  We have no responsibility to you for the provision, support and maintenance of any of your hardware or software used to provide you with access to the internet or the Platform, or any related hardware or software (including an                     IP router, proxy server, firewall or anti-virus software), the responsibility for which will remain exclusively with you. 

13.3      We in no way guarantee that your use of the Platform and/or the From Our Cellar Archive will be uninterrupted or that such use will meet your desired requirements or                                         expectations. 

13.4      We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the                         negligence of our employees, agents or subcontractors; for fraud or fraudulent misrepresentation or for breach of your legal rights in relation to the products and/or services. 

14.        Other important terms 

14.1      We may transfer the contract to someone else. We may transfer our rights and obligations under these Conditions to another organisationWe will always tell you in writing if this                   happens and we will ensure that the transfer will not affect your rights under the contract. You need our consent to transfer your rights to someone. You may only transfer your                         rights or your obligations under these Conditions to another person if we agree to this in writing.  

14.2     Nobody else has any rights under the contract. The contract is between you and us. No other person shall have any rights to enforce any of these clauses. 

14.3      If a court finds part of the contract illegal, the rest will continue in force. Each of the clauses of these Conditions operate separately. If any court or relevant authority decides that                    any of them are unlawful, the remaining clauses will remain in full force and effect and the appending clauses shall be deemed modified to the minimum extent necessary to                            make them valid and/or enforceable. 

14.4      Even if we delay in enforcing the contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these Conditions, or if we                    delay in taking steps against you in respect of your breaking the contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against                  you at a later date. For example, if you miss a payment and we do not chase you but we continue to provide you with access to the From Our Cellar Archive, we can still require you                to make the payment at a later date and/or revoke your access to the same. 

14.5     These Conditions are governed by English law and you can bring legal proceedings in respect of the products and/or subscription services in the English courts. If you live                                    in Scotland, you can bring legal proceedings in respect of the products in either the Scottish or the English courts. If you live in Northern Ireland, you can bring legal proceedings in                respect of the products in either the Northern Irish or the English courts.